EXHIBIT 10.1
AGREEMENT TO PURCHASE
This is a legally binding contract. If you do not understand this contract,
please seek legal council,
THIS AGREEMENT entered into on the 25th day of August, 2005 by and between.
World Marketing, Inc. or his/her/their assignee(s) hereinafter referred to as
"Buyer", and Xxxxx B Merrnelstein, hereinafter referred to as "Seller".
1. PROPERTY PURCHASED: In consideration of the mutual promises herein
contained, the Seller agrees to sell_ and the Buyer agrees to buy,
in accordance with the terms and conditions of this Agreement. the
following described Real Property, Situated in the City of
Brooklyn, the County of Kings and the State of N.Y and described
as follows:
XXXX 0X 000 DIVISION REALTY CORP
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Together with all the improvements thereon, all privileges,
appurtenances, easements, and all fixtures presently situated in
said building, including, but not by way of limitation: all
heating and air conditioning equipment including window units, all
electrical, plumbing and bathroom fixtures.
2. PRICE AND TERMS: Buyer hereby agrees to pay for said property the
sum of 1,900,000 shares Dollars ($25,000) payable as follows:
The Buyer agrees to pay $11,000 on 8/26/05 $14,000 Dollars
(Within 6 months) as the down payment on the property. With
8% percent interest.
3. SELLER'S CERIFICATION: Seller certifies to Buyer that, to the best
of Seller's Knowledge (a) there is no termite damage to the REAL
ESTATE: (b) the fireplaces, electrical, plumbing, heating, air
conditioning equipment and systems, and other items included
herein will be operational on Possession: (c) there ore no pending
orders of ordinances or resolutions that have beets enacted
authorizing work or improvements for which the REAL ESTATE may be
assessed and (e) No City, County or Stale orders base been served
upon hint requiring work to be done or improvements to be made
which have not been performed.
4. INSPECTION: Seller agrees to give Buyer, and/or his agent, access
to inspect the entire premises. Inspection shall include every
room, plumbing, wiring, structure, foundation and all mechanical
components. Should any deficiencies be found, the Seller shall
have the option of either repairing the deficiency, deducting the
cost of the repair from the down payment, or notifying the Buyer
that the Seller cannot meet the terms of this contract and
refunding the Xxxxxxx Money deposited by the Buyer.
5. CONVEYANCE AND CLOSING: Within 20 Days from acceptance, or upon
repair of any deficiency in building condition by Seller, or
within 5 days of receipt of assumption materials from seller's
lending institution by closing agent, whichever is later, both
parties shall deposit with the authorized escrow holder, selected
by the Buyer, all funds and instruments necessary to complete the
sale in accordance with the terms hereof. Seller shall be
responsible for deed(s) preparations and shall xxxxx marketable
title to the REAL ESTATE by deed of general warranty, on or before
Oct. 13. 2005, or at such sooner time as mutually agreeable to the
parties hereto, free, clear and unencumbered, as of Closing,
except restrictions and easements of records which do not
adversely affect the use of REAL ESTATE. Seller shall have the
right to remove liens at the Closing out of the Purchase Price on
or before Oct. 13. 2005.
6. CONDITIONS OF IMPROVEMENTS: Seller agrees that on Possession, the
REAL ESTATE shall be in the same condition as it is on the date of
this Purchase Offer, except for ordinary wear and tear. In case
the REAL ESTATE herein referred to is destroyed wholly or
partially by fire or other casualty Buyer shall have the option
for 10 days thereafter of proceeding with the terms of this
contract, with and agreed adjustment to the sale price, or of
terminating this agreement and being repaid all amounts paid
hereunder.
7. DEFAULT: It is expressly agreed that upon the event of any default
or failure on the part of the Buyer, to comply with the terms and
conditions of this contract, that Seller agrees to accept only the
XXXXXXX MONEY deposited by the buyer without any claims to the
shares.. Upon default by the Seller to perform under this
agreement, all deposits shall be returned to Buyer on demand, and
Buyer shall not thereby waive any right to remedy he may have
because of such refusal.
8. SOLE CONTRACTOR: The parties agree that this Agreement to Purchase
constitutes their entire agreement. Any amendments to this
Contract shall be made in writing, signed by all parties and
copies shall be attached to all copies of the original Purchase
Contract. The term and conditions of this Contract are to apply to
and bind and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the respective parties.
All provisions of this contract shall survive the closing. All
parties are advised to seek competent advice, unless they fully
understand all terms of the contract. Should there be any term or
condition in this contract that is not in accord with the
applicable leg statutes, either party may void that portion of the
contract by having his lawyer furnish a written opinion stating
the reason, and citing the proper law or court case.
9. EXPIRATION: This offer shall expire unless a copy hereof with
Seller's written acceptance is delivered to Buyer or his Agent on
or before Oct. 13, 2005, 3 p.m. (AM/PM/NOON/MIDNIGHT) on October
14, 2005.
10. APPROVAL: The undersigned Buyer(s) has read, fully understands and
approves the foregoing offer and acknowledges possession of a
signed copy.
/s/ Xxxxx Xxxx /s/ Xxxxx X. Xxxxxxxxxxx
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Buyer Seller
ACCEPTANCE
The undersigned Seller(s) has read, fully understands and verifies the above
information as being correct and accepts the foregoing offer, agreeing to sell
the herein described property.
